DEF 14A: NXG Cushing Midstream Energy Fund and NXG NextGen Infrastructure Income Fund Announce Joint Annual Meeting of Shareholders

NXG Cushing Midstream Energy Fund (SRV) and NXG NextGen Infrastructure Income Fund (NXG) will hold a Joint Annual Meeting of Shareholders on May 23, 2024, to elect Trustees and transact other business.

Summary

• NXG Cushing Midstream Energy Fund (SRV) and NXG NextGen Infrastructure Income Fund (NXG) are holding a Joint Annual Meeting of Shareholders on May 23, 2024.
• The meeting will take place at the Funds' offices in Dallas, Texas.
• Shareholders will vote to elect Trustees.
• For SRV, shareholders will elect Ms. Andrea N. Mullins as Class II Trustee to hold office until the 2027 annual meeting.
• For NXG, shareholders will elect Ms. Andrea N. Mullins and Mr. John H. Alban as Class II Trustees to hold office until the 2026 annual meeting.
• The Board of Trustees unanimously recommends voting for the nominees.
• The record date for determining shareholders eligible to vote is April 12, 2024.
• Shareholders are encouraged to vote by proxy, either by mail, telephone, or internet.
• A quorum of one-third of the outstanding shares of each Fund is required for the meeting.
• As of April 12, 2024, SRV had 2,601,174 common shares outstanding, and NXG had 2,913,266 common shares outstanding.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, so the sentiment is neutral to slightly positive due to the Board's recommendation to vote for the nominees and the overall focus on corporate governance.

Positives

• The Board of Trustees unanimously recommends voting FOR the Trustee nominees, indicating confidence in their abilities.
• Shareholders have multiple options for voting, including mail, telephone, and internet, making it convenient to participate.
• The Funds have engaged Georgeson LLC to assist with proxy solicitation, potentially increasing shareholder participation.
• The Audit Committee's pre-approval of audit and non-audit services from Ernst & Young LLP suggests strong oversight and compliance.

Risks

• Failure to achieve a quorum at the Annual Meeting could result in adjournment and additional solicitation of proxies.
• Uncertainty exists around the general application under the 1940 Act of state control share statutes and enforcement of statute control share statutes.
• The Funds are designed primarily for risk-tolerant long-term investors and should not be viewed as a vehicle for trading purposes.

Future Outlook

The Board intends to continue to monitor developments relating to the Control Share Statute and state control share statutes generally.

Management Comments

• The Board unanimously recommends that you vote FOR the Trustee nominee(s) named in this Proxy Statement for your Fund.
• The Board has reviewed the qualifications and backgrounds of the Boards nominees and believes that they are experienced in overseeing investment companies and are familiar with the Funds, their investment strategies and operations and the investment adviser of the Funds.
• The Board has approved the nominees named in this Proxy Statement and believes their election is in your best interests as shareholders.

Industry Context

The document reflects standard corporate governance practices for publicly traded investment funds, including the election of trustees and shareholder communication.

Comparison to Industry Standards

• The structure of the Board, with a majority of independent trustees and committees composed solely of independent trustees, aligns with industry best practices for fund governance.
• The Funds' engagement of Ernst & Young LLP as independent auditors is a common practice among publicly traded investment funds.
• The disclosure of audit fees, audit-related fees, and tax fees is consistent with SEC requirements and industry standards for transparency.

Stakeholder Impact

• Shareholders have the opportunity to participate in the governance of the Funds by voting on the election of Trustees.
• The election of qualified Trustees is intended to benefit shareholders by providing effective oversight of the Funds' management and operations.

Next Steps

• Shareholders should review the proxy statement and vote on the election of Trustees.
• The Funds will hold the Joint Annual Meeting of Shareholders on May 23, 2024.
• The Board of Trustees will continue to monitor developments relating to the Control Share Statute and state control share statutes generally.

Key Dates

Keywords

Annual Meeting, Trustees, Proxy Statement, Shareholders, Election, NXG, SRV, Fund